Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 1, 2018


Digipath, Inc.


(Exact name of registrant as specified in charter)




(State or other Jurisdiction of Incorporation or Organization)



File Number)



(IRS Employer
Identification No.)


6450 Cameron Street, Suite 113
Las Vegas, NV 89118

(Address of Principal Executive
Offices and zip code)


(702) 527-2060

(Registrant’s telephone
number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company [X]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]







Item 8.01 Other Events


On February 1, 2018, Digipath Inc. issued a press release reporting that it has resumed lab testing operations following the reinstatement by the State of Nevada Department of Taxation, Marijuana Enforcement Division, of the Medical Marijuana Registration Certificate and Marijuana Testing Facility License held by the Company’s wholly-owned subsidiary, Digipath Labs. A copy of the press release has been filed as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits


Exhibit No.   Description
99.1   Press Release dated February 1, 2018







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Digipath, Inc.
  Date: February 1, 2018
  By: /s/ Todd Denkin
    Todd Denkin







Digipath Labs’ Resumes Testing Operations
Following Reinstatement of Nevada Licenses


(LAS VEGAS, NV, February 1, 2018) Digipath, Inc. (OTCQB: DIGP), a service-oriented independent cannabis testing laboratory and media firm focused on the developing cannabis market, announced today that it has resumed cannabis testing operations following the reinstatement of the Medical Marijuana Registration Certificate and Marijuana Testing Facility License held by its wholly-owned subsidiary, Digipath Labs. This follows a full audit of the Company’s lab facilities by the Nevada Department of Taxation, Marijuana Enforcement Division and the Department’s approval of the Plan of Correction submitted by Digipath Labs. Digipath Labs also received its Clark County Business License allowing full operation in the county and the state.


Todd Denkin, Digipath’s President and COO, commented, “We are obviously pleased with the decision by Nevada’s Department of Taxation to reinstate our lab testing licenses, and thank the team of inspectors for the focus and speed with which they worked with us. We are also very grateful to all of our clients who have been so supportive of us during this process and we already have a full schedule of samples coming in. We look forward to resuming testing services for all cannabis products, made here in Nevada.”


About Digipath, Inc.


Digipath, Inc. supports the cannabis industry’s best practices for reliable testing, cannabis education and training, and brings unbiased cannabis news coverage to the cannabis industry.


Digipath Labs provides pharmaceutical-grade analysis and testing to the cannabis industry to ensure producers, consumers, and patients know exactly what is in the cannabis they ingest and to help maximize the quality of its client’s products through analysis, research, development, and standardization.


Information about Forward-Looking Statements


This press release contains “forward-looking statements” that include information relating to future events. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in, or suggested by, the forward-looking statements. Important factors that could cause these differences include, but are not limited to: the Company’s need for additional funding, the demand for the Company’s products, governmental regulation of the cannabis industry, the Company’s ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company’s liquidity and financial strength to support its growth, and other risks that may be detailed from time-to-time in the Company’s filings with the United States Securities and Exchange Commission. For a more detailed description of the risk factors and uncertainties affecting Digipath, please refer to the Company’s recent Securities and Exchange Commission filings, which are available at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.


Investor Relations Contact


Harrison Phillips

Viridian Capital Advisors, LLC